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He jerks-off while wife has sex.

She spent a few minutes pulling and tweaking her nipples. Then, she did something I had never seen her do before. As she was playing with her tits she raised one of them to her mouth and started sucking on her own nipple. As much as I tried there was no way I could get my hard cock to deflate with this show going on. She continued to play with her tits and suck her nipples. I could see her nipples getting more and more stiff, the wetness from her mouth making them glisten in the moonlight. She then started to rub her hands up and down her sides and stomach, pausing just above her pussy mound. Her hands strayed down to her thighs where she rubbed the outside and front of her thighs, when she got to her inner thighs she seemed careful to not directly touch her panty clad pussy.

I could hear her breathing change a bit as her hands rubbed her inner thighs as Sherri teased herself. She quickly looked in my direction again, assuring herself that I was still asleep and that her secret was still safe. I could see her sliding her hand lightly over the front of her panties. The rubbing motion became more and more rhythmic as she pets her pussy. It was all I could do to remain still, not drool and keep my hands off my now painfully throbbing cock. I could feel the pre-cum oozing down my shaft. She lovingly pet her pussy and started to trace her finger up and down the crease of her panties, teasing her pussy more. I could feel her quiver as she played with the front of her panties.

She took her left hand and started playing with her left tit and sucking on it as her right hand made its way under her panties to get direct contact with her hair patch. I could tell when her finger contacted her clit by the hiss of her breath and the way her hips shook. She gave up on sucking on her tit as her left hand made its way down to her pussy also. She seemed to be using her left hand to keep her panties out of the way so she could gain better access to her pussy. By now I could smell the wonderful aroma of her wet pussy. Her breathing was becoming more and more ragged as her excitement grew.

I watched her as Sherri pulled her right hand out of her panties and began licking her fingers. She dipped her hand back into her panties to get more of her juices and licked her fingers again. Her back arched as she pulled her right hand out of her panties and slid her thumbs into either side of her panties to pull them down. She was moving ever so slowly and gently, I suppose this is so she wouldn't wake me up. She folded her legs up close to her ass and slid her panties down to her ankles. She picked her feet up and took the panties off and tossed them on the floor. Now the wonderful smell of her wet pussy flooded my nostrils. She got out of bed and went to her dresser. To my astonishment I could make out a purple vibrator in her hand! I had no idea she had a vibrator.

At this point I almost think she wanted me to catch her, but there was no way I was going to move to let her know I was awake and ruin my show. She pulled her pillow down a bit as she came back to the bed and removed her t-shirt. I wondered what in the world she was doing. At this point she inverted her body and placed her feet up near my head, placing her hips on her pillow. I think she might have been looking at my straining cock as there was nothing covering it as I "slept," because I always slept nude. She laid next to me, her pussy less than two feet from my face. I could see her eyes as they twinkled and looked over at my dribbling cock. Her right index finger began to trace a line up and down her pussy slit. She was in the perfect position for me to see how wet her pussy was. I could see the milky white girl cum oozing out of her pussy hole.

Sherri knew her pussy creaming as she dipped her finger down to her hole, inserted her finger and removed it to lick it off again.

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